Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On June 17, 2016, Atrinsic, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a third amendment and restatement (the “Third Amendment and Restatement”) to the Company’s Amended and Restated Certificate of Incorporation, effective June 17, 2016 (the “Effective Time”), to effect a one-for-15,463.7183 reverse split of the Company’s Common Stock (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, at the Effective Time, each 15,463.7183 shares of Common Stock owned by a stockholder were combined into one new share of Common Stock, with any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split being rounded up to the nearest whole share. The Third Amendment and Restatement also effected (i) a reduction in the Company’s authorized shares of Common Stock from 100 billion shares to 100 million shares, (ii) an increase in the par value of the Company’s Common Stock from $0.000001 per share to $0.0001 per share and (iii) a reduction in the Company’s authorized shares of preferred stock from 5 billion shares to 20 million shares. The Third Amendment and Restatement was adopted by the Company’s Board of Directors on March 25, 2016, subject to stockholder approval at the Special Meeting.
In connection with the Reverse Stock Split, the 11,018,766 outstanding shares of the Company’s Series B Preferred Stock automatically converted (the “Conversion”), on a one-for-one basis, into 11,018,766 shares of Common Stock. Following the Reverse Stock Split and the Conversion, approximately 11,044,633 shares of the Company’s Common Stock were issued and outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).
Also in connection with the Reverse Stock Split, all outstanding options and warrants to purchase shares of the Company’s Series B Preferred Stock were converted, on a one-for-one basis, into instruments to purchase the Company’s Common Stock. All other material terms of such options and warrants remained unchanged.
On March 25, 2016, the Company’s Board of Directors approved the filing of a Certificate of Ownership and Merger (the “Certificate of Ownership”) with the Secretary of State of the State of Delaware in order to change the Company’s name (the “Name Change”) to Protagenic Therapeutics, Inc. The Name Change was effected at the Effective Time through a short-form merger pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”), by merging the Company’s wholly owned Protagenic Therapeutics, Inc. subsidiary with and into the Company, with the Company as the surviving corporation in the merger. The DGCL did not require stockholder approval of the Name Change.
The Company filed appropriate documents with the Financial Industry Regulatory Authority (“FINRA”) to effect the Name Change and Reverse Stock Split. FINRA has not yet declared an effective date for the Name Change and Reverse Stock Split. When FINRA declares an effective date, it is anticipated that the trading symbol for the Common Stock will change on the OTC Markets PINK from “ATRN” to “PGEN.” In connection with the Reverse Stock Split and Name Change, a new CUSIP number, 74365N 103, has been assigned to the Company’s Common Stock.
The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding procedures to be followed in connection with the Reverse Stock Split, Conversion and Name Change.
The foregoing descriptions are qualified in their entirety by reference to the full text of the Certificate of Ownership and the Third Amendment and Restatement as filed with the Secretary of State of the State of Delaware, copies of which are attached hereto as Exhibit 2.1 and Exhibit 3.1, respectively, and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held the Special Meeting on June 17, 2016. Holders of an aggregate of 170,791,093,438 shares of the Company’s Common Stock and Series B Preferred Stock (on an as-converted to Common Stock basis) at the close of business on May 2, 2016 were entitled to vote at the Special Meeting, of which 122,297,763,573 shares were present in person or represented by proxy. At the Special Meeting, the Company’s stockholders voted as follows:
1. Approval of proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to effectuate a 1-for-15,463.7183 reverse stock split of the Company’s issued and outstanding shares of Common Stock.
For: 122,271,406,858
Against: 26,320,840
Abstain: 35,875
2. Approval of proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to decrease the authorized Common Stock of the Company from 100,000,000,000 shares to 100,000,000 shares, to increase the par value of the Company’s Common Stock from $0.000001 per share to $0.0001 per share and to decrease the authorized preferred stock of the Company from 5,000,000,000 shares to 20,000,000 shares.
For: 122,151,281,177
Against: 22,736,283
Abstain: 123,746,113
3. Approval of the adoption of the Company’s 2016 Equity Compensation Plan.
For: 122,115,977,611
Against: 6,308,195
Abstain: 123,770,132
4. Ratification of the appointment of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2016.
For: 122,288,218,052
Against: 5,957,768
Abstain: 3,587,753
5. Approval of one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt one or more of the foregoing proposals.
For: 122,275,372,115
Against: 20,833,928
Abstain: 1,557,530